Terms of Service

TERMS AND CONDITIONS OF USE


LAST UPDATE: September 18, 2024


  1. DEFINITIONS

    “Account Information” means your personal information, including name, email, contact information, passwords, usernames and/or other log-in or registration information;


    “Agreement” means the terms and conditions set forth in this document between MBG and its User;


    “Amendments” means any and all updates, amendments, contractions, expansions and/or revisions to this Agreement;


    “Area” means the applicable region, neighborhood, town, City, Province or State, as the context requires, that is selected by the User;


    “CASL” has the meaning given in Section 4.2 of this Agreement;


    “Free Services” has the meaning given in Section 3.1 of this Agreement;


    “Intermediary” means the nature of the relationship between MBG and its Users, whereby both parties maintain independent legal status and separation;


    “Malicious Code” means viruses, worms, time bombs, Trojan horses and/or other harmful code, files, scripts, agents or programs;


    “MBG Services” means the Free Services and any Optional Services purchased by the User; “My Build Guide”, “MBG”, “Our”, “Us” or “We” means My Build Guide Software Inc.; “Optional Services” has the meaning given in Section 3 of this Agreement;

    “Privacy Legislation” has the meaning given in Section 4.2 of this Agreement;

    “Site” means the web, desktop or mobile platform through which the MBG Services are provided.


    “Subscription” means the contract between the User and MBG, that is incorporated into and forms an integral part of this Agreement, which specifies the Term, license fee, Area, User’s payment information, the User’s contact information, the Optional Services, if any, that the User will subscribe to and any further relevant information;

    “Support” means any communication between MBG and a User to help use the MBG Services;

    “Tele Act” has the meaning given in Section 4.2 of this Agreement;


    “Term” means the length of time that a User has committed to engage in the MBG Services;


    “Trade” or “Trades” means the trades and labourer’s, industry specialists, professionals and suppliers, whether past, present or future, included in the Trade Content;

    “Trade Content” means all data, lists, text, information and/or substance in relation to the Trades as provided by MBG to the User as part of the MBG Services; and

    “User”, “You” or “Your” means an authorized person or legal entity who is a client, customer, visitor, owner builder, user or consumer of the MBG Services.


  2. AGREEMENT

    1. Acceptance of this Agreement. By clicking “I Agree”, accessing or using the MBG Services or any part thereof, You agree to be legally bound by this Agreement. If You are entering into this Agreement on behalf of another person or legal entity, You represent and agree that you have the necessary authority and power to bind such person by this Agreement at the time this Agreement is accepted.


    2. If You do not agree. If You do not agree to this Agreement, or if You do not have the right, power and authority to agree to and be bound by this Agreement, You may not use the MBG Services. Furthermore, You may not use the MBG Services and You may not accept this Agreement if You are not of legal age or capacity to form a binding contract.


  3. THE MBG SERVICES

    1. Description. MBG will provide the following services to assist the User by streamlining the build process (collectively, the “Free Services”):


      • Trade Content in the Area selected by the User; and

      • Support.

        At Your option and for an additional fee, MBG will also provide access to (the “Optional Services”):


      • build process and stages checklist;

      • standard form contracts;

      • budgeting and accounting tool;

      • client relations management program; and/or

      • other tools that may be provided by MBG from time to time.

        MBG may, from time to time, provide updates, enhancements and modifications to the MBG Services, including new services. Any such improvements and new services will be subject to this Agreement and may be offered for an additional fee, as determined in MBG’s sole discretion.


    2. Limitations on Use. You agree to use the MBG Services only for purposes permitted by this Agreement and only to the extent permitted by laws and generally accepted practices in User’s applicable jurisdiction. For greater certainty, without limiting the generality of the foregoing, You will not:

      • use the MBG Services for purposes other than for your sole and exclusive personal use;

      • allow any other person, company or entity to gain access to the MBG Services or Site through Your account, or share your account information and passwords with anyone;

      • provide false account information to MBG;

      • take any action to interfere with or disrupt the integrity or performance of the MBG Services;

      • post or transmit any file which contains Malicious Code, or that otherwise interfere with the proper working of the MBG Services;

      • sell, resell, rent, lease or otherwise commercialize any of the MBG Services;

      • copy, republish, frame, download, transmit, modify, rent, lease, loan sell, assign, distribute, license, sublicense, reverse engineer or create derivative works based on the MBG Services or Site;

      • use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the MBG Services;

      • ​

      • use the MBG Services to attempt to decipher, decompile, disassemble or reverse- engineer any of the software comprising or in any way making up a part of the MBG Services build products or services that compete with the MBG Services.

        If Your use of the MBG Services or other actions, intentionally or unintentionally, threaten MBG’s ability to provide the MBG Services, or MBG’s other systems and services whatsoever, MBG will be entitled to take all reasonable steps to protect the MBG Services and Site, which may include but is not limited to the suspension of Your access to the MBG Services or termination of Your account pursuant to Section 13.2.


    3. Availability of the MBG Services. The MBG Services, or any feature or part thereof, may not be available in all languages or in all Areas, cities, towns or countries and MBG makes no representation that the MBG Services, or any feature or part thereof, is appropriate or available for use in any particular location or Area.


    4. Trade Content. The User understands and agrees that MBG does not represent or warrant the skill, ability, work, workmanship, availability, accreditation or certification (past, ongoing or future) or otherwise of the Trades. The User acknowledges and agrees that MBG’s ability to continue offering certain aspects of the MBG Services is entirely dependent upon the continuing business, services and/or availability of the Trades. If a Trade ceases to conduct business for any reason whatsoever, or loses or terminates its accreditation or certification, or for any other reason in respect of the Trades’ business or practices, then MBG may but is not required to unilaterally alter the Trade Content without prior notice to User. In each case, if such alteration is not acceptable to User, then User’s sole and exclusive remedy is to terminate this Agreement. Any such termination by the User will be without refund, credit or other compensation from MBG pursuant to Section 13.3.


      Although MBG will strive to confirm that the information provided by the Trades is accurate, MBG provides Users with the Trade Content without applying an extensive analysis to the information or data from the Trades. Accordingly, MBG recommends that Users conduct their own background checks, including in respect of the Trades’ industry certification, insurance, warranties and criminal background checks.


  4. ACCOUNT INFORMATION

    1. Your Account Information. By submitting Your Account Information to MBG, You are giving MBG permission to use Your Account Information for the purpose of providing the MBG Services. By using the MBG Services, You expressly authorize MBG to access Your Account Information and act on Your behalf as an Intermediary. You hereby authorize and permit MBG to use and store information submitted by You to accomplish the foregoing. MBG may use and store Your Account Information in accordance with this Agreement and Our Privacy Policy.


    2. Privacy Legislation. Our collection, use and dissemination of Your Account Information inclusive of any and all personal information is governed by, in part, the federal Privacy Act, the E-Sign Act, the Office of the Privacy Commissioner of Canada, Canada’s Anti-Spam Legislation (“CASL”), the Telecommunications Act (the “Tele Act”) and the applicable legislation of the province in which You normally reside (collectively, the “Privacy Legislation”). If there is any ambiguity as to the terms under which We collect, use and/or disseminate Your Account Information, or a term conflicts with the provisions of the Privacy Legislation, such ambiguity or conflict will be resolved by interpreting such term(s) so as to be compliant with the applicable Privacy Legislation.


  5. COVENANTS AND AGREEMENTS

    1. MBG’s Covenants and Agreements. MBG will:


      • subject to the exceptions below, use commercially reasonable efforts to make:

        • the MBG Services available 24 hours a day, seven days a week; and

        • the Support available on business days, with an average response time of three business days or less for any requests received except for:

          1. planned downtime;

          2. unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees); or

          3. periodic updating, maintenance or repair of the MBG Services or other actions that MBG, in its sole discretion, may elect to take;

      • provide the MBG Services in accordance with all applicable laws;

      • act in accordance with this Agreement and MBG’s Privacy Policy .

    2. User’s Covenants and Agreements. You will:


      • use the MBG Services in accordance with all applicable laws;

      • promptly report to MBG any and all negative, harmful, malicious, deficient and/or other negative behaviors or work performed for You by the Trades;

      • notify MBG promptly of any unauthorized access to or use of the MBG Services of which you become aware;

      • keep the Subscription and Account Information up to date and accurate in order for the MBG Services to function effectively and accurately; and

      • ensure that Your computer system is secure and employs a current anti-virus protection program, antimalware, and anti-adware.


  6. COMPATIBLE DEVICES

    1. Access to the MBG Services. The MBG Services may be available through a compatible mobile device, the internet and/or network access and may require software. You agree that You are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of Your agreement with Your mobile device and telecommunications providers.


      MBG MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE MBG SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; OR (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE MBG SERVICES.


  7. ALERTS

    1. Online and Mobile Alerts. MBG may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to You following certain changes to Your account or information, such as a change in Your Account Information. Voluntary account alerts may be turned on by default as part of the MBG Services. They may then be customized, deactivated or reactivated by You. These alerts allow You to choose alert messages for Your accounts. MBG may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and You may be asked to select from among these options upon activation of Your alerts service.


      You understand and agree that any alerts provided to You through the MBG Services may be delayed or prevented by a variety of factors. MBG may make commercially reasonable efforts to

      provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. MBG will not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by You or any third party in reliance on an alert.


      Electronic alerts will be sent to the email address You have provided as Your primary email address for the MBG Services. If Your email address or Your mobile device’s email address changes, You are responsible for updating it on our records. We may also elect to send alerts to a mobile device that accepts text messages. Changes to Your email address or mobile number will apply to all of Your alerts. Because alerts are not encrypted, we will never include Your passcode. However, alerts may include Your Login ID and some information about Your accounts. Depending upon which alerts You select, information such as an account balance or the due date for Your credit card payment may be included. Anyone with access to Your email will be able to view the content of these alerts. At any time You may disable future alerts.


      All commercial electronic messages referred to herein are, where applicable, governed by CASL and the Tele Act, respectively. BY YOUR ACCEPTANCE OF THIS AGREEMENT YOU CONFIRM THAT MBG HAS REQUESTED YOUR CONSENT AS REQUIRED TO BE IN COMPLIANCE WITH CASL AND/OR THE TELE ACT AND YOU HAVE GIVEN YOUR CONSENT TO RECEIVE COMMERCIAL ELECTRONIC MESSAGES AND/OR ANY OTHER COMMUNICATION.


  8. LICENSE FEES

    1. Prepaid Fees. All fees for MBG Services will be prepaid by the User to MBG at the beginning of the Term and each renewal thereof. Except as otherwise specified in this Agreement, all sales are final and binding, and no refund to the User is permitted.


    2. Modification of Fees. MBG reserves the right to modify the dollar amount of its fees and user pricing structure at any time. Modifications to fees are applicable at the end of a User’s then current Term. MBG will notify the User of a price change. If the User has not cancelled the MBG Services within the specified time after receiving notice of a price change, the User will be deemed to have elected to renew the Subscription at the price (plus all applicable taxes) indicated in the notice.


    3. Significant Modifications. In some instances, MBG may willingly and significantly alter the MBG Services, the dollar amount for license fees and/or User pricing structure as a part of on-going operations. In such event, modifications to license fee arrangements, the MBG Services, and this Agreement may be enforceable instantly to a User. Should these changes come into effect prior to the end of a User’s Term, the User will have 15 days to cancel their Subscription for the remainder of the then-current Term and receive a refund amounting to pro-rata remaining share of their license fees paid to date, as determined at MBG’s sole discretion. You agree that MBG reserves the sole right to deem what constitutes as a significant modification.


  9. PRIVACY POLICY

    1. Policy. Your Account Information and certain other information about You is subject to Our Privacy Policy. You understand that through Your use of the MBG Services, You consent to the collection and use of this information as set forth in the Privacy Policy

  10. PROPRIETARY RIGHTS

    1. Our Rights. You acknowledge and agree that MBG own all legal right, title and interest in and to the MBG Services, including but not limited to the Trade Content, Site, all graphics, user interface, the scripts and software used to implement the MBG Services, and any and all documents or software provided to You as a part of and/or in connection with the MBG Services, including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the MBG Services or any other part thereof contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree that You will not use such proprietary information or materials in any way whatsoever except for use of the MBG Services in compliance with this Agreement. No portion of the MBG Services may be reproduced in any form or by any means, except as expressly permitted in this Agreement.


    2. Reserved Rights. All rights in the MBG Services not expressly granted in this Agreement are reserved by MBG.


    3. User Suggestions. MBG will have a worldwide, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into the MBG Services, without any obligation to compensate Users in any way, any suggestions, enhancement requests, recommendations or other feedback provided by User and its agents relating to the MBG Services.


  11. INDEMNIFICATION


    1. Indemnification. You agree to defend, indemnify and hold harmless MBG and its officers, directors, shareholders, employees, related companies and entities and agents from and against all claims, suits, proceedings, losses, liabilities, costs and expenses, including but not limited to legal fees on a solicitor and own client basis, that arise out of or relate to, in whole or in part, or are attributable to any breach of this Agreement, Your use or inability to use the MBG Services, any activity by You in relation to the Site or Your use of the MBG Services and any and all proceedings advanced by a Trade or third party against MBG as a result of or arising in connection with your use of the MBG Services or otherwise.


  12. MODIFICATIONS


    1. The MBG Services. MBG reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the MBG Services with or without notice to You. MBG reserves the right to change the MBG Services, including applicable fees, in its sole discretion and from time to time. In such event, MBG will provide notice to You. If You do not agree to the changes after receiving notice of the change to the MBG Services, You may stop using the MBG Services and proceed to terminate Your account pursuant to Section 13.3. Your use of the MBG Services, after You are notified of any change(s) will constitute Your agreement to such change(s). You agree that MBG will not be liable to You or to any third party for any modification, suspensions or discontinuance of the MBG Services.

    2. This Agreement. You acknowledge that this Agreement may be amended periodically by MBG, and You agree to be bound by such Amendments if you are provided with reasonable notice via email, phone, physical mail, in-app chat or the MBG homepage, whether prior to or after the Amendment. If You do not agree with an Amendment, You must immediately stop using the MBG Services and take the necessary steps to terminate Your account pursuant to Section 13.3). The latest version of this Agreement may be found in your user profile, and You accept the obligation to review this Agreement and any and all future Amendments prior to each use.


  13. TERM AND TERMINATION


    1. Renewal.

      Monthly payment plan. In order for You to stop automatic renewal of Optional Services that are payable on a month to month basis, You must notify MBG of your intent to terminate such Optional Services at least one full month in advance of the effective date of the termination notice and before the next monthly payment is due by cancelling your subscription in your user profile. You must receive express confirmation from MBG that the User’s termination notice was received, or else Your account will automatically renew at the price (plus all applicable taxes) in effect at the end of the Term, with the continuity of such Optional Services.


    2. Termination by MBG. MBG may terminate Your access to any or all of the MBG Services and any related service(s) at any time, with or without notice, effective immediately, if MBG believes that Your conduct fails to conform with this Agreement or the standard to which MBG conducts business. Without limiting MBG’s rights and Your limitations under this Agreement, if you use, or attempt to use the Site or the MBG Services or MBG’s proprietary materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Site or the MBG Services), You may also be subject to civil and criminal liability.


    3. Termination by the User.You may terminate this Agreement with MBG before the end of the Term WITHOUT ANY REFUND of monies paid by cancelling the MBG Services in the manner described below at any time with or without notice. To cancel your MBG Services, please cancel your subscription in your User profile. You may terminate this Agreement with MBG before the end of the Term WITH PARTIAL REFUND of monies paid, as determined at MBG’s sole discretion, if a significant modification in MBG Services has taken place, the occurrence of which is solely determined by MBG pursuant to Section 8.3. To do so, please contact MBG directly at support@mybuildguide.com.


  14. GOVERNING LAW

    1. Province of British Columbia. Each party irrevocably agrees that this Agreement and all related matters will be governed by the laws of the Province of British Columbia, being MBG’s jurisdiction of registration, and the laws of Canada applicable therein, without regard to any rules relating to conflict of laws. Each party agrees to submit to the exclusive jurisdiction of the Courts of British Columbia (Vancouver Registry) with respect to any dispute between them arising from or pertaining to this Agreement or the subject matter hereof.


  15. DISCLAIMER OF WARRANTIES

    1. Disclaimer. YOUR USE OF THE MBG SERVICES AND THE SITE IS AT YOUR SOLE RISK. MBG DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION: (I) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS; (II) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE MBG SERVICES, INCLUSIVE OF THE TRADE CONTENT; (III) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF A TRADE; OR (IV) THAT ACCESS TO OR USE OF THE MBG SERVICES WILL BE UNINTERRUPTED, ERROR- FREE OR COMPLETELY SECURE.


      ANY RELIANCE UPON THE MBG SERVICES IS AT YOUR OWN RISK AND MBG MAKES NO WARRANTIES. THE MBG SERVICES ARE NOT INTENDED TO PROVIDE LEGAL, TAX, REAL ESTATE, FINANCIAL, ACCOUNTING, CONSTRUCTION, BUSINESS OR OTHER PROFESSIONAL ADVICE. IT IS PROVIDED SOLELY FOR GENERAL INFORMATION PURPOSES. THE MBG SERVICES DO NOT CONSTITUTE AN OFFER TO SELL, LEASE OR OTHERWISE ENGAGE IN A TRANSACTION.


      YOU UNDERSTAND AND AGREE THAT THE MBG SERVICES ARE PROVIDED AS-IS, AND MBG OFFERS NO ASSURANCES ON THE PRESENCE, ACCURACY OR RELIABILITY OF THE

      TRADE CONTENT, NOW OR IN THE FUTURE. MBG ASSUMES NO RESPONSIBILITY FOR THE ACTS, OMISSIONS, FAULT, BREACHES, NEGLIGENCE OR OTHERWISE OF THE TRADES.


  16. LIMITATION OF LIABILITIES

    1. Limitations. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MBG WILL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), IN EQUITY OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, GOODWILL, INTANGIBLE LOSSES, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITE, YOUR USE OF THE MBG SERVICES, THE TRADE CONTENT, THIS AGREEMENT OR OTHERWISE, EVEN IF MBG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


    2. Maximum Liability. To the extent that the foregoing limitation of liability is, in whole or in part, held to be inapplicable or unenforceable for any reason, then the aggregate liability of MBG for any reason and upon any cause of action (including, without limitation, negligence, strict liability and other actions in contract or tort) arising out of or in any way related to the MBG Services or this Agreement will be LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO $50.00.

      The limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from Your use or Your inability to use the Site or the MBG Services, or any other matter arising from or relating to the MBG Services. In the event Your province or jurisdiction does not allow for an exclusion or limitation of liability, the above limitation may not apply to You.


  17. GENERAL PROVISIONS

    1. Entire Agreement. This Agreement together with the Subscription, which is incorporated and forms an integral part of this Agreement, constitute the entire agreement between You and MBG and govern Your use of the MBG Services, superseding any prior agreements between You and MBG with respect to the MBG Services. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other MBG MBG Services or affiliate services. Nothing in this Agreement is to be construed as establishing or creating a partnership between the parties, a relationship of employer and employee, a relationship of principal and agent, nor any other form of representation or warranty.


    2. Waiver and Severability of Terms. The failure of MBG to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. In the event conflict between clauses, the stricter or more conservative of the clauses will be in effect. In the event of grammatical or spelling mistakes present in this Agreement, the intent of the clause will still be in effect and it will be interpreted in a manner that is grammatically and syntactically correct.


    3. No Right of Survivorship and Non-Transferability. You agree that Your MBG account is non- transferable and any rights to Your MBG account will terminate upon Your death. Upon receipt of a certified true copy of a certificate of death, Your account may be terminated and all contents therein permanently deleted.

    4. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the MBG Services or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred by the passage of time.

    5. Section Titles and Sub-Headings. Section titles and sub-headings in this Agreement are for convenience only and have no legal or contractual effect.